And finally the long-awaited move arrived. The year 2025 confirmed itself as the year of the much heralded (by the media, at least) banking risk: Bper Banca announced the launch of a public exchange offer (OPS) on Banca Popolare di Sondrio, valued at EUR 4.3 billion.
This was announced by the bank itself in a press release sent shortly before 9pm on 6 February.
The news in brief
- Valuation of the offer: 4.3 billion euro, a premium of 6.6% over the closing price of the shares of Popolare di Sondrio.
- Exchange ratio: 1.450 newly issued shares of Bper for each existing share of Popolare di Sondrio.
- Acquisition target: Bper aims to obtain at least 50% of the share capital of Popolare di Sondrio.
Details of the offer
Under the offer, Bper will acquire at least 50% of the shares of Popolare di Sondrio, thus allowing it to exercise control over the bank. If a sufficient number of shareholders take up the offer, Bper could even reach a stake of over 90%, which would allow it to re-establish a sufficient free float to guarantee the trading of Popolare di Sondrio's shares.
Implications for the market
The operation fits, as anticipated, into the dynamics of the Italian banking market: for years, it has been calmly awaiting a new phase of mergers and acquisitions, defined by the press as ‘banking risiko’. The moment seems to have arrived, since the UniCredit-Banco BPM, Banco BPM - Anima, Banca MPS - Mediobanca, not to mention Generali - Natixis and UniCredit- Commerzbank transactions are currently underway.
Banca Intesa Sanpaolo, for the time being, declares itself not interested in further transactions. While the questions of a ‘bank of the Centre’ and a ‘bank of the South’ remain open, territorial realities that could emerge in the coming years from the consolidation of the currently existing territorial realities.
Some of them are, in terms of numbers, performance and strategic vision, in a privileged position to lead an aggregation, but we will see what happens in the future.
Returning to today's transaction: both banks involved, Bper and Popolare di Sondrio, are owned by Unipol, which holds 24% and 19.9% of the shares respectively. And Bper's ‘move’ on Sondrio, it must be said, is not exactly unexpected.
Synergies
In its press release, Bper underlines the potential for synergies in the retail, private and corporate customer segments, as well as from shared product factories in asset management, bancassurance and leasing. As well as their respective excellence, from wealth management to factoring, from consumer finance to digital banking.
With around 6 million customers and 380 billion euro in total assets, this would create a player with a competitive standing in line with the leading Italian operators. Not counting Popolare di Sondrio Suisse, PopSo's Swiss subsidiary.
From the point of view of profitability, the Bper statement attempts with aggregation synergies of up to 290 million euro, when fully implemented, with consolidated revenues of 7 billion euro by 2027, thanks to economies of scale that would bring the cost-income ratio to 46% (again in 2027) for a consolidated operating margin, before adjustments, of 4 billion by 2027.
Bper Banca has emerged stronger in recent years from a series of transactions. These include the acquisition of Banca Carige, including Banca Cesare Ponti in private banking, and some branches of the former UBI Banca, following the latter's acquisition by Banca Intesa.
Market reactions
The announcement came in the evening and initial comments are awaited.
